Superframe Terms of Use Agreement

Last Updated Date: 8/30/2023

WELCOME TO SUPERFRAME! PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. THE TEXT BOXES AT THE BEGINNING OF EACH SECTION BRIEFLY SUMMARIZE THE SECTION. THE TEXT BOXES ARE PROVIDED FOR YOUR CONVENIENCE ONLY, BUT IT IS YOUR RESPONSIBILITY TO READ THE ENTIRE TERMS OF USE.

THESE TERMS CREATE A LEGALLY BINDING CONTRACT. IT MAY CHANGE AS THE SERVICES CHANGE, AND YOU AGREE YOU WILL REVIEW ANY UPDATES REGULARLY.

PLEASE REVIEW OUR PRIVACY POLICY TO UNDERSTAND HOW WE USE YOUR DATA.

THIS WEBSITE AND ANY OTHER WEBSITES OF SUPERFRAME, INC. (“SUPERFRAME”), ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY SUPERFRAME. THESE TERMS OF USE GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING THE WEBSITE. BY ACCESSING OR USING THE WEBSITE IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”), OR CLICKING ON THE “I ACCEPT” BUTTON, OR COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SUPERFRAME, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY AND ON BEHALF OF THE ORGANIZATION(S) OR ENTITY(IES) WHO ARE THE OWNERS OR RIGHTSHOLDERS OF THE CONNECTED INSTANCES (AS DEFINED BELOW) (“ORGANIZATIONS”). IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

PLEASE BE AWARE THAT SECTION 10 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND SUPERFRAME. AMONG OTHER THINGS, SECTION 10 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 10 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 10 CAREFULLY.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

You acknowledge that you have read and understand Superframe’s Privacy Policy and that your personal information will be collected, used and disclosed as described in our Privacy Policy.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY SUPERFRAME IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Superframe will make a new copy of the Terms of Use Agreement available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of the Terms of Use Agreement. Superframe may require you to provide consent to the updated Agreement in a specified manner before further use of the Website and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. SUPERFRAME SERVICES

SUPERFRAME PROVIDES AN AI-POWERED SERVICE THAT IS DESIGNED TO HELP USERS CONFIGURE THEIR ORGANIZATION’S BUSINESS SYSTEMS. YOU WILL HAVE THE ABILITY TO CONNECT YOUR SUPERFRAME ACCOUNT TO SUCH BUSINESS SYSTEMS FOR INTERNAL BUSINESS PURPOSES, AND YOU ACKNOWLEDGE AND AGREE YOU HAVE ALL RIGHTS AND AUTHORITY NECESSARY TO DO SO. BECAUSE OUR SERVICES RELY ON YOUR INPUTS, ARTIFICIAL INTELLIGENCE, AND THIRD-PARTY SERVICES, SUPERFRAME IS NOT RESPONSIBLE FOR ANY OUTPUTS PROVIDED TO YOU.

1.1 Generally. Superframe provides tools, including an artificial-intelligence powered chatbot, designed to help users understand and configure their Organization’s Salesforce instances and other business systems. The Service may interface with an Organization’s internal and third party systems and accounts through those systems’ application programming interfaces (“APIs”) and command scripts, and utilizes artificial intelligence and machine learning algorithms that can be trained in accordance with a particular set of source data, workflows and processes.

1.2 Connected Instances. Users may link or connect certain of their Organization’s internal systems and third party accounts or instances associated with third party platforms and services their Organization(s) utilize, such as one (1) or more instances of Salesforce (each, a “Connected Instance”) with the Services in order to take advantage of some of the features and functions of the Services, such as querying information associated with those Connected Instances. For purposes of clarity, each instance of Salesforce or such other system is considered a separate Connected Instance. By granting Superframe access to any Connected Instance (i) you represent and warrant that you are authorized by the Organization, and otherwise entitled (as an administrator of a Connected Instance or otherwise), to disclose any log-in information provided by you in connection therewith and/or grant Superframe access to such Connected Instance(s); (ii) you represent and warrant that you and your Organization are in good standing with respect to such Connected Instances, including with respect to any account you have with the provider(s) of such Connected Instances; and (iii) you acknowledge that Superframe may access and use data in connection with your Connected Instances in accordance with this Agreement and our Privacy Policy. We may allow you to link or connect Connected Instances from multiple Organizations, and in such event, you make each such representation and warranty in the foregoing sentence with respect to each Connected Instance and each Organization. In such event, you may be required to designate a primary Connected Instance and secondary or other Connected Instances. You acknowledge and agree that each Connected Instance, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Instance. Superframe will have no liability for any unavailability of any Connected Instance, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Instance.

1.3 Outputs Disclaimer. You acknowledge that the Services utilize certain artificial intelligence and machine learning algorithms that can be trained to recognize and search for certain patterns (including natural language patterns), information, objects and events, and that such recognition is developed over time based on your use of the Services, including any source data, workflows and processes Made Available (as defined below) by you or other authorized users of your Organization (your “Inputs”). You further acknowledge and agree that any outputs and responses provided to you and via the Services (“Outputs”) are wholly dependent on your Inputs, as well as the information and data Made Available to the Services through Connected Instances. As such, Superframe makes no representation or warranty that any particular Outputs will be accurate, complete, timely or error-free, and you and your end users will be solely responsible for any acts or omissions taken or made in reliance of any such Outputs.

1.4 Third-Party AI Services. Superframe provides certain features, including a chatbot function that responds to user requests with automated replies, leveraging certain third party services or applications to power the Services’ chatbot function, which are integrated into the chatbot function, including without limitation as made available by OpenAI LLC and its affiliates (“OpenAI”) (each, a “Third Party Provider”). By using these functions, you agree to be bound by OpenAI’s Terms of Use (currently accessible at https://openai.com/policies/terms-of-use) and its Privacy Policy (currently accessible at https://openai.com/policies/privacy-policy) and hereby consent and authorize Superframe to share any information you provide with one or more Third Party Providers (such as Open AI) to the minimum extent required to complete your request. YOU, AND NOT SUPERFRAME, SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THESE FUNCTIONS, INCLUDING ANY USE OF THE RESULTS OF ANY SEARCH AND DECISIONS MADE OR ACTIONS TAKEN BASED ON ANY SEARCH YOU MAKE USING THE SEARCH FUNCTION. YOU ACKNOWLEDGE AND AGREE THAT ANY CONDUCT YOU ENGAGE IN AS A RESULT OF THE INFORMATION PROVIDED BY THE CHATBOT OR ANY OTHER AI-ENABLED FEATURE MADE AVAILABLE THROUGH SUPERFRAME OR THIRD PARTY PROVIDERS IS AT YOUR OWN RISK. BECAUSE CHATBOTS UTILIZE ARTIFICIAL INTELLIGENCE TO COMMUNICATE WITH YOU, OUR CHATBOT(S) MAY PROVIDE INFORMATION THAT IS AN INACCURATE RESPONSE TO YOUR REQUESTS IN ITS INTERACTIONS WITH YOU. YOU AGREE THAT SUPERFRAME WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR THE CHATBOT (OR ANY OTHER AI-ENABLED FEATURE MADE AVAILABLE THROUGH SUPERFRAME OR THIRD PARTY PROVIDERS) PROVIDING INACCURATE INFORMATION TO YOU.

2. USE OF THE SERVICES AND SUPERFRAME PROPERTIES.

THE WEBSITE, SERVICES, AND APIS, AND THE INFORMATION AND CONTENT AVAILABLE THROUGH THE FOREGOING ARE THE SOLE PROPERTY OF SUPERFRAME. WE MAY IMPOSE LIMITATIONS ON YOUR USE OF THE SERVICES AND MAY UPDATE THE SERVICES AT ANY TIME. FURTHER, AS A USER, YOU ARE SUBJECT TO CERTAIN RESTRICTIONS. PLEASE REVIEW THEM CAREFULLY PRIOR TO ACCESSING AND USING THE SERVICES.

The APIs, the Website, the Services, and the information and content available on the Website and in the Application and the Services (as these terms are defined herein) (each, a “Superframe Property” and collectively, the “Superframe Properties”) are protected by copyright laws throughout the world.

2.1 API Limitations.Subject to your compliance with the Agreement, Superframe grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to use the APIs solely as necessary to (i) connect to or integrate with, Connected Instances, and (ii) to use the Services for your internal business purposes. Superframe’s APIs may be subject to certain call and transaction limits as further set forth in your Account. We may impose or modify these limitations without notice. We may utilize technical measures to prevent over-usage and stop usage of the APIs after any usage limitations are exceeded or suspend your access to the APIs with or without notice to you in the event you exceed any such limitations. Some software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.

2.2 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Superframe Properties or any portion of Superframe Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Superframe Properties (including images, text, page layout or form) of Superframe; (c) you shall not use any metatags or other “hidden text” using Superframe’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Superframe Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Superframe Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Superframe Properties. Any future release, update or other addition to Superframe Properties shall be subject to the Agreement. Superframe, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Superframe Property terminates the licenses granted by Superframe pursuant to the Agreement.

3. REGISTRATION.

IN ORDER TO ACCESS OR USE CERTAIN FEATURES OF THE SERVICES, YOU MAY NEED TO REGISTER AN ACCOUNT. YOU AGREE TO PROVIDE TRUTHFUL, ACCURATE, AND COMPLETE INFORMATION.

3.1 Registering Your Account. In order to access certain features of Superframe Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website (“Account”).

3.2 Registration Data. In registering an account on the Website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) of legal age to form a binding contract; and (ii) not a person barred from using Superframe Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You may not share your Account or password with anyone, and you agree to notify Superframe immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Superframe has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Superframe has the right to suspend or terminate your Account and refuse any and all current or future use of Superframe Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself, or on behalf of an organization for which you do not have the necessary authorization, permissions, or consents. Superframe reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Superframe Properties if you have been previously removed by Superframe, or if you have been previously banned from any of Superframe Properties.

4. RESPONSIBILITY FOR CONTENT.

YOU ARE THE OWNER OF YOUR CONTENT AND ARE RESPONSIBLE FOR YOUR CONTENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR CONTENT DOES NOT VIOLATE THE RIGHTS OF ANY THIRD PARTY AND DOES NOT VIOLATE ANY LAWS, RULES, OR REGULATIONS. YOU WILL ONLY SUBMIT CONTENT FOR THE PURPOSES OF CONFIGURING YOUR ORGANIZATION’S BUSINESS SYSTEMS.

4.1 Types of Content. You acknowledge that all text, files, documents, videos, audio, audio-visual content, data and other content (“Content”), including Superframe Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Superframe, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Superframe Properties, including all Inputs (“Your Content”), and that you and other users of Superframe Properties, and not Superframe, are similarly responsible for all Content that you and they Make Available through Superframe Properties (“User Content”). For the avoidance of doubt, Output is not considered Superframe Content under this Agreement.

4.2 Restrictions on Content. THE SERVICES ARE STRICTLY FOR USE IN CONFIGURING YOUR ORGANIZATION’S COMPATIBLE BUSINESS SYSTEMS. YOU AGREE THAT YOUR INPUTS AND YOUR CONTENT WILL BE RELEVANT TO SUCH PURPOSE AND SOLELY FOR LEGITIMATE AND LAWFUL INTERNAL BUSINESS PURPOSES AND FOR NO OTHER PURPOSES. Without limiting the generality of the foregoing, as a condition of use:

(a) You agree not to (and shall not permit any third party to) Make Available any Content or take any action using the Services that: (i) may constitute, contribute to, depict, or encourage a crime, illegal or terrorist activity, or a violation or infringement of any third party’s rights; (ii) is unlawful, harmful, threatening, abusive, harassing, inflammatory, defamatory, libelous, discriminatory, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, vulgar, hateful, or is racially, ethnically, or otherwise objectionable (in our sole discretion); (iii) posts or submits a photograph of another person without that person’s permission; (iv) contains adult content, including obscene, pornographic, and/or sexual terms, descriptions and/or images, nudity, profanity, or graphic violence; (v) may create a risk of, glorify, encourage, or threaten violence, harm, physical or mental injury, emotional distress, death, disability, disfigurement, self-harm, or any other loss or damage to you or any other person or to any animal or to any property; (vi) exploits political agendas or “hot button” issues for commercial use, or that contains hate speech based upon the race, sex, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of an individual or group; (vii) you do not have the right to Make Available or to take under any law under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (viii) harms minors in any way, or solicits or otherwise attempts to gain any information from a minor; (ix) forges headers or otherwise manipulates identifiers in order to disguise the origin of any content or other materials transmitted to or through the Services; (x) attempts to identify any anonymous user; (xi) may constitute the receipt or provision of clinical services, including but not limited to the practice of medicine; or (xii) we deem in violation of Section 2.2(a).

(b) You acknowledge and agree that you will not Make Available any Content that constitutes cardholder data, including any primary account numbers, credit or debit card numbers, personal identification number (PIN), or service codes (e.g. CVV, CSC, CAV and PAN CVC), social security numbers, driver’s license number, financial account numbers or access codes, consumer report information, employer issued system credentials, DNA profiles, individually identifiable biometric data, health information, protected health information (as defined by the Health Insurance Portability and Accountability Act of 1996, as amended), patient information, or any information related to any individual’s race, ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, health or sexual orientation, or employee compensation, performance ratings or disciplinary records, without the prior written consent of Superframe. In the event Superframe agrees in writing to process any protected health information on your behalf, the you and Superframe will enter into Superframe’s standard form of Business Associate Agreement.

4.3 No Obligation to Pre-Screen Content. You acknowledge that Superframe has no obligation to pre-screen Content (including, but not limited to, Input and other User Content), although Superframe reserves the right in its sole discretion to pre-screen, refuse or remove any Content on its systems. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. In the event that Superframe pre-screens, refuses or removes any Content, you acknowledge that Superframe will do so for Superframe’s benefit, not yours. Without limiting the foregoing, Superframe shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

5. OWNERSHIP.

WE OWN THE SERVICES AND ANY CONTENT WE UPLOAD, AS WELL AS USAGE DATA RELATED TO YOUR USE OF THE SERVICES. YOU OWN ANY CONTENT YOU UPLOAD. WE HAVE THE RIGHT TO USE YOUR CONTENT TO PROVIDE AND IMPROVE THE SERVICES. IF YOU PROVIDE US WITH FEEDBACK, WE HAVE THE RIGHT TO USE THAT FEEDBACK WITHOUT PAYMENT OR OBLIGATION TO YOU.

5.1 Superframe Properties. Except with respect to Your Content and User Content, you agree that Superframe and its suppliers own all rights, title and interest in Superframe Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Superframe Properties.

5.2 License to Your Content. Subject to any applicable account settings that you select, you grant Superframe a fully paid, royalty-free, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of: (i) operating and providing Superframe Properties to you; and (ii) improving Superframe’s products and services; provided, that, any such use for improvement purposes shall be on an aggregated and anonymized basis. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Superframe, are responsible for all of Your Content that you Make Available on or in Superframe Properties.

5.3 Usage Data. For purposes of this Agreement, “Usage Data” means any data collected by or on behalf of Superframe (including through the Services) related to your usage and performance of the Services, including the metadata that describes the configuration of your Connected Instances, but does not include Your Content. You acknowledge and agree that Usage Data is owned solely by Superframe. For the avoidance of doubt, Superframe has the right to collect and analyze Usage Data, and Superframe may: (i) use the Usage Data to improve the Services and Superframe’s related products and services, including without limitation any development, diagnostic and corrective purposes in connection with the Services; and (ii) disclose the Usage Data in an aggregated and anonymized form for its business purposes.

5.4 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Superframe through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Superframe has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Superframe a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Superframe Properties and/or Superframe’s business.

6. FEES.

WE CURRENTLY DO NOT CHARGE FEES FOR SERVICES. HOWEVER, THIS MAY CHANGE.

Currently, there are no fees charged for use of the Services. However, Superframe reserves the right to charge fees for any or all Services in the future.

7. INDEMNIFICATION.

YOU WILL BE RESPONSIBLE FOR THIRD-PARTY CLAIMS AND RESULTING LIABILITY ARISING FROM YOUR USE OF THE SERVICES.

You agree to indemnify and hold Superframe, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Superframe Party” and collectively, the “Superframe Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content and Connected Instances; (b) your use of, or inability to use, any Superframe Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. Superframe reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Superframe in asserting any available defenses. This provision does not require you to indemnify any of Superframe Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Superframe Properties.

8. DISCLAIMER OF WARRANTIES AND CONDITIONS.

YOU USE THE SERVICES AT YOUR OWN RISK. WE DO NOT MAKE ANY WARRANTIES OR GUARANTEES.

8.1 As Is YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SUPERFRAME PROPERTIES IS AT YOUR SOLE RISK, AND SUPERFRAME PROPERTIES (INCLUDING ALL OUTPUTS GENERATED THEREFROM) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SUPERFRAME PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.

(a) SUPERFRAME PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SUPERFRAME PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SUPERFRAME PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SUPERFRAME PROPERTIES WILL BE ACCURATE OR RELIABLE.

(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH SUPERFRAME PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS SUPERFRAME PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SUPERFRAME MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

(d) NO ADVICE OR INFORMATION, INCLUDING ANY OUTPUTS, WHETHER ORAL OR WRITTEN, OBTAINED FROM SUPERFRAME OR THROUGH SUPERFRAME PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(e) FROM TIME TO TIME, SUPERFRAME MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SUPERFRAME’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

8.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SUPERFRAME PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SUPERFRAME PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

8.3 Third-Party Materials. As a part of Superframe Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Superframe to monitor such materials and that you access these materials at your own risk.

9. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU UNDER THIS AGREEMENT FOR AMOUNTS IN EXCESS OF THE GREATER OF (A) SIX MONTHS’ FEES PAID TO US (IF ANY) OR (B) $100.

9.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SUPERFRAME PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SUPERFRAME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF SUPERFRAME PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE SUPERFRAME PROPERTIES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH SUPERFRAME PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SUPERFRAME PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO SUPERFRAME PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SUPERFRAME PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SUPERFRAME PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SUPERFRAME PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

9.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, SUPERFRAME PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO SUPERFRAME BY YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR (b) $100. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SUPERFRAME PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SUPERFRAME PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SUPERFRAME PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

9.3 User Content. SUPERFRAME ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

9.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

9.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUPERFRAME AND YOU.

10. TERM AND TERMINATION.

WE MAY TERMINATE THIS AGREEMENT OR YOUR USE OF THE SERVICES AT ANY TIME FOR ANY REASON. YOU MAY TERMINATE THE SERVICES AT ANY TIME BY CLOSING YOUR ACCOUNT.

10.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Superframe Properties, unless terminated earlier in accordance with the Agreement.

10.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Superframe Properties or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Superframe Properties, unless earlier terminated in accordance with the Agreement.

10.3 Termination of Services by Superframe. Superframe may suspend or terminate this Agreement at any time for any or no reason, including if you have breached any provision of the Agreement, or if Superframe suspects that you have breached any provision of the Agreement, or if Superframe is required to do so by law (e.g., where the provision of the Website, the APIs, or the Services is, or becomes, unlawful). You agree that all terminations for cause shall be made in Superframe’s sole discretion and that Superframe shall not be liable to you or any third party for any termination of your Account.

10.4 Termination of Services by You. If you want to terminate the Services provided by Superframe, you may do so by closing and deleting your Account for all of the Services that you use.

10.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Superframe will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

10.6 No Subsequent Registration. If your registration(s) with, or ability to access, Superframe Properties or any other Superframe community, is discontinued by Superframe due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Superframe Properties or any Superframe community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Superframe Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Superframe reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

11. INTERNATIONAL USERS.

EVEN THOUGH YOU MAY BE ABLE TO ACCESS THE SERVICES IN CERTAIN COUNTRIES OUTSIDE THE UNITED STATES DOES NOT MEAN THAT THE SERVICES ARE AVAILABLE FOR USE IN THOSE COUNTRIES.

Superframe Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Superframe intends to announce such Services or Content in your country. Superframe Properties are controlled and offered by Superframe from its facilities in the United States of America. Superframe makes no representations that Superframe Properties are appropriate or available for use in other locations. Those who access or use Superframe Properties from other countries do so at their own volition and are responsible for compliance with local law.

12. DISPUTE RESOLUTION.

WE WILL USE ARBITRATION TO RESOLVE ANY CLAIMS BETWEEN US AND YOU CANNOT JOIN A CLASS ACTION LAWSUIT OR OBTAIN A JURY TRIAL FOR ANY DISPUTES YOU HAVE WITH US RELATED TO THE USE OF THE WEBSITE AND SERVICES, SUBJECT TO CERTAIN LIMITED EXCLUSIONS.

Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires users to arbitrate disputes with Superframe and limits the manner in which you can seek relief from us.

12.1 Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, Services, or APIs, or to any aspect of your relationship with Superframe, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or Superframe may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

12.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to legal@superframe.ai or Superframe, Inc. 3175 Hanover St. Palo Alto, CA 94304. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

12.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Superframe. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

12.4 Waiver of Jury Trial. YOU AND SUPERFRAME HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Superframe are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 10.1 (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

12.5 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated.

12.6 Severability. Except as provided in Section 10.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

12.7 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Superframe.

13. GENERAL PROVISIONS.

WE ARE LOCATED IN CALIFORNIA, SO THIS AGREEMENT IS GOVERNED BY THE LAWS OF CALIFORNIA. YOU AGREE TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US AND THAT YOUR ELECTRONIC ACCEPTANCE OF THIS AGREEMENT CONSTITUTES A VALID AND BINDING AGREEMENT. IF YOU HAVE QUESTIONS, YOU CAN CONTACT US AT info@superframe.ai.

13.1 Electronic Communications. The communications between you and Superframe may take place via electronic means, whether you visit Superframe Properties or send Superframe e-mails, or whether Superframe posts notices on Superframe Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Superframe in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Superframe provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

13.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Superframe’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

13.3 Force Majeure. Superframe shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

13.4 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Superframe agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Mateo County, California.

13.5 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

13.6 Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.

13.7 Notice. Where Superframe requires that you provide an e-mail address, you are responsible for providing Superframe with your most current e-mail address. In the event that the last e-mail address you provided to Superframe is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Superframe’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Superframe at the following e-mail address: info@superframe.ai. Such notice shall be deemed given when received by Superframe by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

13.8 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.9 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

13.10 Export Control. You may not use, export, import, or transfer Superframe Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Superframe Properties, and any other applicable laws. In particular, but without limitation, Superframe Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Superframe Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Superframe Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Superframe are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Superframe products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

13.11 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

13.12 Questions or Comments. If you have any questions or comments about the Services, please contact us at info@superframe.ai.

13.13 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.